Not independent
Tenure on this board
2.5 yrs
Also a director at
Equity Residential (EQR)
8 nominees · 4 ballot items.
Election of eight directors; approval of amendment and restatement of the 2006 Incentive Award Plan to increase the share reserve; advisory approval of executive compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent auditor.
Election of eight director nominees (Angela M. Aman; Edward F. Brennan, PhD; Cia Buckley Marakovits; Daryl J. Carter; Jolie A. Hunt; David A. Kieske; Louisa G. Ritter; Gary R. Stevenson) to serve until the 2027 annual meeting.
Amend and restate the 2006 Incentive Award Plan to increase the aggregate share limit by 1,700,000 shares to 14,320,000 and make certain clarifying updates.
Proposal asks shareholders to approve an amendment and restatement to increase the total share reserve under the 2006 Incentive Award Plan by 1.7 million shares from 12,620,000 to 14,320,000. Management seeks approval to ensure there are sufficient shares to continue granting equity awards to executives, employees, and non-employee directors through approximately 2028–2029, supporting retention and alignment of management and stockholders. The filing explains responsible share usage: historical burn rate averages 0.64% of weighted-average shares over the past three years, and a focus on performance-based awards (three-quarters of NEO awards subject to performance metrics). The proposal describes limits in the plan (per-person and per-year caps), repricing prohibitions, and that the Board and Compensation Committee administer awards. If not approved, current share limits and plan terms remain in effect, potentially constraining future grants. The Board unanimously recommends a FOR vote, citing alignment with stockholder interests, disciplined governance, and the role of equity in attracting and retaining talent.
Advisory vote to approve, on a non-binding basis, the compensation paid to the company's named executive officers, as disclosed in the proxy statement.
This advisory proposal requests stockholder approval of the compensation of the named executive officers as disclosed in the proxy statement (the CD&A, compensation tables, and accompanying narrative). Management’s program emphasizes pay-for-performance: majority of target compensation is at-risk, substantial long-term equity awards (75% of annual equity subject to performance-based vesting), annual cash incentives tied to operational and financial metrics and ESG objectives, and multi-year RSUs with performance metrics (FFO (As Adjusted) Per Share, relative TSR, and average net debt to EBITDAre). The Compensation Committee retained Korn Ferry as independent consultant, engaged in extensive stockholder outreach, and modified program features based on feedback (e.g., enhanced performance metrics for 2026). The vote is advisory and non-binding, but the Board will consider the outcome when setting future compensation. The Board unanimously recommends a vote FOR the resolution.
Ratify the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent auditor for fiscal year 2026.
Proposal seeks ratification of Deloitte & Touche LLP as Kilroy’s independent auditor for fiscal 2026. The Audit Committee evaluated Deloitte’s independence, qualifications, experience in the REIT industry, audit team quality, communication, fees, tenure, PCAOB inspection reports, and potential impact of changing auditors. Deloitte has been the Company’s auditor since 1995. The Audit Committee believes Deloitte’s reappointment is in the Company’s and stockholders’ best interests. The proposal is routine and the Board recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | D1 Capital Partners L.P. | 9.70% | 11,275,077 | $318M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.49% | 9,869,647 | $278M |
| 3 | COHEN STEERS, INC. | 6.83% | 7,945,504 | $224M |
| 4 | BlackRock, Inc. | 6.02% | 7,005,287 | $198M |
| 5 | STATE STREET CORP | 5.38% | 6,256,763 | $180M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.46% | 5,187,932 | $146M |
| 7 | RUSH ISLAND MANAGEMENT, LP | 4.18% | 4,860,742 | $137M |
| 8 | APG Asset Management US Inc. | 4.04% | 4,692,783 | $132M |
| 9 | Daiwa Securities Group Inc. | 3.99% | 4,643,089 | $131M |
| 10 | BlackRock, Inc. | 3.86% | 4,483,619 | $126M |
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